NREL Activities to Open Capital Market Investment and Bank Lending for Solar Deployment

For NREL Finance Team Website

Michael Mendelsohn and John Johsi U.S. Department of Energy Washington, D.C. July 21, 2014

NREL/PR-6A20-62287 NREL is a national laboratory of the U.S. Department of Energy, Office of Energy Efficiency and Renewable Energy, operated by the Alliance for Sustainable Energy, LLC. Value: Expand the Availability of Capital Most managed funds do not invest in renewable energy. To tap this capital, investors need a liquid, tradable product priced by the market

Pension funds

Insurance funds Conventional Investment Funds Mutual funds

Sovereign Wealth

Private equity Non-Conventional Investment Funds Hedge funds

ETFs

Private Wealth

0 10 20 30 40 50 Global Assets under Management ($ trillions)

Hatched sources of capital currently invest in RE, but not necessarily from all investment buckets Source: The CityUK 2 Capital market participation requires…

(i) Asset and contractual consistency which allows project cash Liquidity and Price flows to be pooled into Transparency tradable and highly liquid securities, and

(i) Availability of Feedback from due Consistency in diligence tools Rating Agencies necessary to build and Investors Cash Flows market confidence in the asset class.

Investor Confidence in Tools to Conduct Asset Due Diligence Performance

3 NREL Securitization Activities: Project History

3 Yr. DOE Award: NREL Goal Advanced Financing to Achieve SunShot

Expand availability Organize the industry around: of capital • Standard documents • Best Practices Lower cost • Robust datasets of capital Conduct analysis to comprehend Reduce opportunities and barriers transaction cost, time to Promote adoption by developers, access capital financiers, law firms, etc.

4 SAPC: Approx. 325 Participant Entities (as of July 2014)

Developers Legal Investment Advisory Manuf. / Other

Affordable Solar Akin Gump B of A Merrill Lynch Black & Veatch Enphase Altus Power Bingham McCutchen Barclays Citi Trust Services Hanwha Q-Cells Amicus Solar Chadbourne & Parke CalCef CohnReznick KACO Borrego Solar Chapman & Cutler Citi Corelogic SMA CleanPath Cooley Clean Power Finance First Associates Solectria Distributed Sun Coronal Mgt Credit Agricole GL Garrad Hassan Energi Enfinity Covington Credit Suisse Katten Muchin CleanPath Duke Energy Dechert Deutsche Bank Kroll Bond Ratings Skystream Markets HelioPower DLA Piper Energy One Finance KPMG LLP PV Evolution Labs Main Street Power Hunton & Williams Foresight Group Lease Dimensions Solar Electric Power Ass. NextEra K&L Gates Global Capital Finance Locus Energy Global Cool Cities OneRoof Kramer Levin Hannon Armstrong Mercatus Demeter Power PsomasFMG Milbank KeyBanc Moody’s Ballard Spahr Recurrent McCauley Lyman kW Financial Novogradac Standard Solar Rosendin Nixon, Peabody Macquarie Power Factors Amp Solar SolarCity Orrick, Herrington MorganStanley PwC Department of Energy SPG Solar Patton Boggs Nord LB Rocky Mtn. Institute SunSpec Sungevity Perkins Coie PNC SAIC Birch Tree Capital SunPower Sidley Austin Rabobank Sol Systems C2ES SunRun Skadden Arps Seminole Financial Standard and Poor’s Underwriters Laboratory Vivint Solar Stoel Rives Union Bank Trepp Assurant Wiser Capital Troutman Sanders US Renewables Group TUV Rheinland Mayer Brown

5 SAPC Activities • Standard Contracts – first set available and in use: – Residential Lease (aggregated, disaggregated) – Commercial PPA (version 2.0 recently released) – Residential PPA near completion • Develop Best Practices – Installation, O&M, Independent Engineering – drafts in process via subcommittees – first public releases due Q4 2014 • Build Robust Datasets - System performance: oSPARC (Open Solar Performance and Reliability Clearinghouse) - Credit performance • Develop Mock Filing to Rating Agencies – Residential presented to 5 rating agencies – currently before S&P – Commercial mock in development • Conduct legal analyses on RA risk concerns • Convert to industry-led group: SEFA

6 Standard Contracts

Benefits of Adoption: Adopters (current or planned):

• Facilitate cash flows to be • Altus Power pooled into securities to access • Clean Power Finance capital market investment • K&L Gates • Improve confidence among • Mercatus investors and regulators • ModSolar • Lower transaction costs • Nixon Peabody • One Roof Energy • Speed deployment • OnSwitch • Improve customer protection • SolarCity Sunrun • Enable market liquidity of • projects • truSolar • Others? (please let us know)

7 Performance Data Set oSPARC: Open Solar Performance and Reliability Clearinghouse – First major public database of system performance

First release at InterSolar 2014 • California Solar Initiative crossed w/ weather data • Many others in development

Will be critical resource for DOE, NREL, PUCs, other labs, non-profits, etc. oSPARC Plus was launched with GTM in April, 2014 to provide value-added services and build industry adoption

8 Banking on Solar – New Task for 2014

• Designed to facilitate direct lending for solar deployment o Community banks o Credit Unions o Regional / National Banks • Working group: 100+ members o Build consensus on underwriting principles o Develop educational materials for lenders & regulators (first piece for CEOs just completed) o Find solutions to complex legal / banking issues o Educate on PACE program benefits & opportunity o Promote to retail banking industry

9 Banking on Solar: Clarifying Legal Issues

What is the priority of liens between the mortgage holder and solar lender in the case of a homeowner default?

Mortgage Holder Solar Lender Banking on Solar is working with leading attorneys to draft template agreements and elucidate processes to ensure high levels of recovery for solar lenders

10 SolarCity Securitizations

Nov., 2013 April, 2014 July, 2014? Improvement ? Name 2013-1 2014-1 2014-2 Yield 4.80% 4.59% ?? Yes Bond Size ($ mm) $54.4 $70.2 $201.5 Yes ADSAB (PV of $87.8 $106.2 $276 Yes cashflows - $mm) Advance Rate (% of 62% 66% 73% Yes ADSAB) Wtd. Avg. Seasoning 22 months 12 months 7 months Yes Portfolio from 71% 87% 86% Yes Residential Rating BBB+ BBB+ BBB+/BB neutral Tranches Single Single Sr/Sub Yes While an exciting development, the SolarCity securitizations only represent $325 million funding relative to total industry annual investment of approximately $14 billion

11 YieldCo Activity

• Announced: NRG Yield, Nextera Yieldco, Abengoa, SunEdison (TerraForm Power) • Under consideration: SunPower • SAPC benefit:

o Standard contracts and best practices will facilitate asset consistency and thus improve liquidity of projects

o Make it easier to buy and sell projects to add to yieldco portfolios

12 SAPC Mock Securitization: SolarCo Waterfall 1. Trustee and SPE Admin & Extraordinary Expense Reserve Top Off Mock securitizations will 2. Covered Expenses up to Monthly Cap provide valuable legal 3. Master Servicer & documents and feedback from Special Servicer Fee rating agencies to industry, 4. O&M Provider Fee improving opportunity for 5. Transition Manager Fee smaller entities to access low- 6. Class A Interest cost debt

7. Class B Interest 8. Reserve Account & Top-off 9. O&M Expense Reserve Acct. & Top-Off

10. Class A Expected Principal* 11. Class B Expected Principal* 12 - 15. Add. Covered Expenses, Master Servicer Fees, O&M Provider Fees & Transition Manager Fees in * Only to extent required to meet excess of monthly caps, etc. coverage / spread requirement 16. Turbo Principal Payments ** Based on turbo formula to Noteholders** 1317. Remainder to Issuer 13 Next Steps for NREL Activities

• Expand pool of potential investors o Structured Finance Industry Group (SFIG) o Socially responsible investors (Ceres, others) o Real estate industry (REITs, etc.) • Finalize best practices, next suite of standard contracts, oSPARC data acquisition • Develop mock securitization for commercial portfolio, find structures that can incorporate tax equity • Promote adoption of standard contracts, other assets o Developers o Investors o MUSH, non-profit markets o Large commercial end-users • Engage banks & regulators on underwriting practices, data to comprehend asset class performance, etc.

14 Glossary

• ABS – Asset-Backed Securities • CDO – Collateralized Debt Obligations • CLO – Collateralized Loan Obligations • ETF – Exchange Traded Funds • MBS – Mortgage-Backed Security • MLP – Master Limited Partnership • oSPARC – open Solar Performance and Reliability Clearinghouse • REIT – Real Estate Investment Trust • SEFA – Solar Energy Finance Association

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